Requiem of Heroes
by Sub-Zero MKA
Summary: The Avengers and the Masters of Evil waged a battle the likes of which the world has never seen. Evil won. Watch how Evil remade the world in their collective image, and how the world picks up the pieces after the Avengers. SEQUEL TO THE MASTERS. If you haven't read that yet, please do to fully understand this story. Disclaimer: I don't own these characters.
1. A Sad, Sad Song

_**A/N:**__ Well, here we go, part two of my Avengers series, Requiem of Heroes. This one, for the most part, will be told from Quicksilver and Wasp's point of view. It starts up two weeks after the final events of The Masters. _

_If you haven't read The Masters yet, please, I strongly urge you to do so in order to understand what's going on in this story. Promise you won't regret it ;-)_

* * *

_**A Sad, Sad Song**_

**Hydra Base, New Mexico**

The Avengers were dead.

Dead, dead, dead.

It had been two weeks since they died and it still seemed like a sick joke. Janet Van Dyne had been watching it live from the outpost when Baron Zemo executed them in front of the New York and the world.

She had locked eyes with Steve before he entered the room the Masters of Evil had assembled in. He looked so calm, so collected, even though he had to have known what was about to happen. She tried to look strong, for herself and him, but ended up looking like a scared kid.

She watched every minute, every long, agonizing minute. Her heart felt like it weighed a hundred pounds in her chest, and was thumping nonstop. While the room grew silent when it seemed that the Hulk had arrived in a nick of time, she erupted into cheers. The exact opposite happened when that stupid cartoon (which she now had no intention of ever watching) ad rolled by.

Why didn't the Hulk show up like he was supposed to? Why didn't they free themselves and beat up the bad guys like they were supposed to? They were the good guys. They were supposed to win no matter the odds. The bad guys win the battles, but the good guys win the war. It was the law! Everyone knew that.

Everyone except Baron Zemo. He had been strutting around the base for the last two weeks while his team took over the world. He was notorious, a celebrity for killing the Avengers; more specifically for killing Tony Stark and Captain America. She broke down when Tony died. She couldn't be consoled no matter how much Henry tried when Steve died, and it got progressively worse as the minutes rolled by.

By the time Quicksilver offed Scarlet Witch, she was a blubbering mess lost in the throes of the rowdy, cheering agents of Hydra.

She spent the next five days in complete denial. It was as if the event hadn't happened and they were still alive and kicking somewhere. Her reasoning for thinking so, and she still kind of did, was that flash of red light from the Scarlet Witch. She was the one that made all kinds of crazy shit happen, so why not? Why not believe that they were still alive and just in hiding?

Once Henry caught wind of it, he brought her back to her unfortunate senses. 'They aren't alive, Janet,' he said. 'Believing so is only setting yourself up for heart wretching disappointment,' he said. And he was right. Damn it, was he right. It seemed that she was the only one who even believed it to begin with.

The following night, there was a big celebration in honor of the Masters of Evil. Attendance was ironically stated to be optional. Every agent of Hydra, plus other enemies of the Avengers showed up. Important people from AIM, Justin Hammer and General Thunderbolt Ross, albeit only to discuss the Hulk, all showed up.

She didn't go. Neither did Henry or Scott.

She had never seen a man more distraught than when Scott returned. He didn't eat or sleep for days, and just looked as though a mountain of guilt had settled on his shoulders. She told him every chance she got that it wasn't his fault, but he refused to listen.

Watching him beat himself up, sometimes literally, was heartbreaking.

Henry suspected that he may commit suicide, but as long as Cassie was still around, she doubted it. Needless to say, he wasn't taking it well. None of them, that being the four of them, were taking it well. It was the worst case scenario.

Even if they managed to escape, which was becoming more and more likely with each day, then who would they go to? Everyone with any pull at SHIELD was dead, the Avengers were gone, hell, even Stark Tower was a pile of rubble.

Not to mention that they were in the Middle of Nowhere, New Mexico. Even if they got away, _big_ if, Janet wasn't feeling up to trekking for days in the middle of the desert under the hot July sun while being chased by Hydra goons.

But anything was better than being anywhere in the general vicinity of Madame Hydra. She didn't like thinking about Viper too much; the woman was a nutjob and was just plain creepy. Maybe it was teeth, or the fact that she kept smiling at her in the most spine chilling way possible during her long, difficult training sessions, but something made Janet feel uncomfortable around her.

Take her visit last night, for instance. While Henry gave her the last serum for her Wasp's Stings (to be explained later), all Viper did was stare at her with those disgusting green eyes. Well one eye; the other was always covered up by her hair, as if she were Jessica Rabbit. Why? Was her other eye deformed? Was she blind in her right eye? Did she even have a right eye? Was it actually some kind of mystical Egyptian artifact that allowed her to suck people's souls out and possess their bodies as mindless slaves?

These were serious questions that needed to be considered. Janet didn't want to have her soul sucked out and have Viper do God knew what to her poor, soulless body.

"Janet!"

She jumped. Lunch time at the Hydra base. She was sitting across from Henry, playing over a french fry while he was explaining something that wasn't pertaining to her or her own experiments, so she tuned him out in preference of Viper and her maybe mystical eyeball. "Yeah, what?"

"You sound irritable. You're not on your menstrual cycle, are you?" he inquired with the most serious expression ever.

She straightened out and looked at him as if he had just grown another head. "You did not just ask me that."

"It's a valid question. Anyway, there's a whole microscopic universe all around us. If I can just concentrate the Pym Particles enough, I can actually explore it. There's has to be thousands, maybe millions of untold secrets there. Just imagine the possibilities."

"Fascinating."

"I know, right! I should be able to set something up within a week. For an evil organisation, Hydra's labs are amazingly well equipped."

"Mmhmm."

"Can you imagine seeing actual oxygen molecules the size of planets?"

"Uh huh."

"Although, if we're smaller than an oxygen molecule, that will make breathing impossible."

"Yep."

He pulled out a pen and a napkin. "Maybe if I can rig the suits up with an pre-filled oxygen tank, then that will take care of that. But then the amount of time we'll be able to spend in the microverse will be reduced. Oh, that's what I'm calling it. Pretty clever, huh?"

"Oh, I'm sure you'll figure it out. You're smart or whatever."

"You're not listening to a word I'm saying, are you?"

"I'm sure Tony would be ecstatic about this, too."

"It amazes me how unintentionally clever you are."

She looked up from her half eaten hamburger. "Hm? What about me?"

"You want to talk about Tony?"

"I wanna talk about the elephant in the room."

He looked around the room, and then flashed her a confused look. "What elephant?"

She restrained herself from smacking him. "I mean how are we getting out of here? If you want to stay and explore dust particles, fine, but I'm getting while the getting's good. Viper is barely here and the guards are too busy fingering their asses to notice."

Henry sighed. "I'd prefer if we talked about Tony."

"Why? Well, yeah, but don't you want to leave? I mean, they're mistreating us. They have Scott's daughter in a cell. They've turned him into an accomplice in the biggest execution in history. If they did that to them, what will they do to us?"

"…I don't know." He was quiet for a long while. Janet resigned herself to staring at her plate again. Her food was cold, but who cared, it was shit anyway. "There's nothing we can do anyway."

She looked up and frowned at him. "Why does that matter? And how do you even know?"

"Look at what they did. Who they beat. We're not gods. We're not spies. We're not supersoldiers. We're not rage monsters. We're not witches with powerful powers. We're just two smart people who really don't want to be here. You know as well as I do that if they wanted to find us, they'd more than be able to."

"Tony was just a smart guy." She frowned and sat back in her chair. Damn him, he was right and she knew it. "Still don't want to be here."

"And you think I do?" He stood and went to throw his untouched onion soup away. Janet followed him and strode out into the main hallway.

"I don't know, Hank. You were about to jizz your pants going on about their labs."

He sighed and shoved his hands into his lab coat. "That was just science talk. Janet, I don't like seeing them mistreat you and Scott. I don't like that Cassandra spends all day in a barren, token playpen and all night in a cell. I…"

Him not liking being forced to turn her into a freak was left unsaid. "Then let's do something about it. No more variables. No what-ifs or maybes. Let's just throw it all against the wind and go."

"Careful Janet, your heiress is showing," he replied dryly. She rolled her eyes. "I get it. But… just let me think on it."

"Think? About what? See, you're being a scientist, when you need to be an heiress. Stop thinking, and just do things. You'd be amazed at how much you'd actually accomplish if you planned nothing."

"And _you_ would be amazed at how much more smoothly these things go when you do plan. Listen, I know you want to get out of here, but going about this half-assed is only going to get us killed, or worse. Just have some patience is all I'm asking."

_Worse than dying? What could be worse than being dead?_ Janet considered him silently for the remaining time until they reached their quarters. "How long?"

"A week."

"A week! Hank –"

"I need time to plan for as many eventualities as possible. Plus, we have a lot of variables to compensate for. Give me seven days, and then I'll get back to you."

She sighed and nodded.

"You know, I really love how you two are talking about escape plans in the middle of a crowded base." They both turned, the same shocked expressions etched on their faces, to see Scott leaning against the doorframe to his quarters. "You'd think two people with four PhDs between them would know that's not a good idea."

"Heh," Henry chuckled, "so, are you…"

"Still suicidal?" Henry winced. "No. I'm… I'm doing better." He motioned for them to come inside. He closed the door after them.

His quarters were small, like all of the sleeping quarters at the Hydra based, formerly SHIELD base. Madame Hydra thought it good to move into a larger facility instead of being cooped up in the outpost.

The one thing Janet was thankful for. She was tired of freezing her ass off every night in the frozen tundra that was northern Canada. "Look," he started, "I'll cut to the chase. I want in on whatever you two are planning. I don't like my daughter being her. She's too easy a prey for that predator, Viper. I don't care if I make it, just get her out of here."

Janet and Henry didn't even need to consult one another. "We just naturally assumed you were coming with us. Or at least I did," she said.

"Yeah, there was no way we were leaving without you two."

Scott allowed himself a small, but unmistakably gracious smile. "Thanks, guys. I…" He sighed shakily and slumped down onto his bed. "I'm not sure I'll last much longer here."

"You? You're not the one getting bedroom eyes from Viper. I seriously worry that I'm going to wake up one morning with her tongue inches deep in my –"

"We get it, Janet. She scares us too. We'll just have to stick together and continue to do whatever she says."

"That's the problem. I did what she said, and look what happened." Scott buried his head in his hands. His fingers raked the edge of his strawberry blonde hair.

She sat down next to him on the bed and patted his thigh. "But you didn't actually –"

"But I was there! I was right there, and I just stood there! Like a statue! One …one of them actually promised to save my daughter, and I stood there and watched him die." Tears cascaded down his cheeks as his breath hitched every so often. "I can't even imagine how ashamed Cassie will feel of me when she gets old enough to understand this. And I don't blame her."

"Cassandra will never feel ashamed of you, Scott," Henry said firmly. "You're a good man, and a better father. An inordinate amount of people wouldn't have gone to the lengths you did to make sure you're child stayed safe. That alone is worthy of her appreciation, not to mention everything else you do for her.

"Listen. You may not want to hear this, but it's the truth. Had you interfered, you'd be dead, as well. There is no fallacy in that statement. You'd be dead, and Viper would be preparing Cassandra for whatever the hell she has her agents do. We don't want that, and neither do you."

"Yeah, it was a damned if you do, damned if you don't. You made the only decision you could make to keep your family safe."

Scott didn't look like he had even heard them, let alone believed them. His shoulder shook with silent sobs stemming from nearly two weeks of built up guilt.

Janet sat awkwardly on the bed, her armed wrapped around his shoulders and an ambivalent look on her face. No matter what she or Henry said, Scott felt that he was just as responsible as those monsters were. And them congratulating him every chance they got didn't help matters. He said he was wasn't suicidal, but she knew better than most that situations could change in an instant.

One moment, she was sitting in her office at Van Dyne Industries, the next, a hot blonde hunk was sitting across from her, blushing at every little thing she said. Now, that hunk was dead and she was stuck in the base of a terrorist wackjob who made her friend pluck her out of a car.

There was no reason to be certain that Scott would still be alive the next morning, let alone by the end of the week. People have offed themselves for much less. "Scott, just give Hank a week. I promise, we'll be out of here by then."

He didn't answer, but nodded despondently.

She glanced at Henry. Reluctant to leave him, she stood slowly. "I have to go. See you later, Scott."

"Bye."

She sighed sadly and stepped out with a passing glance at Henry, who appeared that he was going to stay with him for a little while longer. Just as well, she had hell to get ready for.


	2. Nick Fury, Director of Nothing

**A/N:**_Note, the next few chapters are flashback chapters._

_**Nick Fury, Director of Nothing**_

**The Triskelion, SHIELD Global Headquarters**

_Two Weeks Ago_

Nick Fury watched the television screen in the main conference room of the Triskelion, SHIELD's global headquarters, in utter disbelief. His team, his handpicked champions, were dead. Executed in front of the world in what would likely, and rightfully, go down as the one event that changed the world more than any other.

Social media had shut down an hour ago from too much traffic. The news stations the world over had been covering and discussing the event nonstop. It was being called the most tragic event in the last decade.

Here, in the Triskelion, where the agents were as faceless and emotionless as robots, the morale was at an all time low. He could see it in their eyes, in the way they walked and addressed him. They were beaten and tired. Countless hours had been spent attempting to counter the Masters of Evil and Hydra. And they were just shown the fruitage of their labor.

And these were trained agents. The public was a different story entirely.

He could already see it. There wouldn't be panic in the streets, but people would no longer feel safe enough to even walk outside. The Avengers were the buffer between them and the bad guys, even those who wore ski masks, not Halloween masks.

Common thugs, gang members and just punks on the street were too scared of the likes of Quicksilver and the Scarlet Witch, who could end a crime within seconds, to go out at night to cause trouble and mayhem.

With them gone, there was nothing but the police again to stop anarchy. Unless Zemo made true on his word to reshape the world in his image. He wasn't the type to tolerate crimes against the innocent, as hypocritical as that sounded.

But his brand of justice was radically different from actual justice. He would sooner just kill any and every criminal, rather than try and rehabilitate them. While deep down, Fury had no issues with that, he understood the need for equity to offset order.

With Zemo, there was no equity and there was no order. Oh yes, there the illusion of order, but only if one followed what he said and didn't step out of line or question him. And for him to achieve that illusionary order, people were going to die. Many more than the seven who had just died.

Without those seven, there was no one to stop him. No one to stem the wave of oppression and tyranny that he was about to unleash. Not even SHIELD. The helicarrier was either at the bottom of the Atlantic Ocean or mangled and twisted within what used to be Stark Tower. His best agents had seemingly drowned in the ocean after being shot down. He had others, but he had made the mistake of gathering his best ones together in the same place.

That wasn't the only mistake he had made. Zemo had forced him into so many errors; uncharacteristic errors. Errors and lapses in judgment that the director of a global peacekeeping task force just couldn't afford to make. Maybe it was it spy within the organization or Zemo's own genius.

Fury cursed and stepped inside an office after receiving a call that a break had been made in the investigation. He closed the door behind him and stepped next to agent Grant Ward, one of the special agents handpicked by Coulson for the special superhuman investigation task force.

"Agent Ward, I hear you have something for me."

Ward didn't say anything for a long time. Fury figured that it was because he, along with the rest of his team, were so close to Coulson. They all were. "Yes sir." He handed him a video file.

Fury glanced at the file, and then Ward. Ward's expression was blank, but he spotted a small hint of disbelief. Fury started the video and found out why. It showed an agent, one of Fury's top agents, speaking with someone within known to be close to Madame Hydra. "When was this taken?"

"Five months ago, in front of a restaurant in Chicago that we determined to be a front for a Hydra warehouse."

Fury breathed out a sighed. This was one of his most trusted agents, someone he felt he could call on to handle anything. The entirety of an organization like SHIELD hinged on trust. When that trust was broken by just one person, it all fell apart. When that trust was broken, they had nothing.

Hydra had had its tentacles inside SHIELD for this long; more than just a passcode to Stark's AI had to have been taken. Highly classified information, secret assets, and experiments were now in the hands of their worst enemy. Viper was an insane sociopath who loved to twist and pervert everything she wrapped her claws around.

Just thinking about the prospect of her with their experiments made him nervous.

"Where is the agent now?"

"On a detail mission in San Antonio inspecting the Phase Three weapon. We think there's a Hydra lab within fifteen miles."

"That close? Then we'll assume that he plans on somehow getting it into Viper's hands." He walked out, Ward close behind. "First order of business is for you to gather your team and meet me in San Antonio within three days." Ward nodded and flipped out his phone to call his team.

Fury continued down the hall until he reached his office. "I'll be damned if I let Hydra win." So long as Fury was still alive and kicking, SHIELD was never dead. The world needed their invisible shield to protect them from evil, as Zemo put it.

SHIELD wasn't going to break because the helicarrier was destroyed, or even because the Avengers were dead. They were invaluable, but not irreplaceable. Nothing was truly irreplaceable, even gods and witches and genius billionaires. Fury had been preparing for this moment for some time.

He walked over to a filing cabinet and pulled out a Manila folder. Contained within were several documents profiling several metahumans, both known and unknown.

The world needed Avengers. It was time to reassemble them.

* * *

**A/N:** _Grant Ward and Melinda May from the previous story are from the new Marvel tv show, Agent of SHIELD. If you haven't watched the premiere, then you really should. You'll be seeing a lot more of them in the coming chapters._

_Also, who do you all think is the double agent? And who will Fury choose to be in the new Avengers team? _


	3. The Broken Shards of the Invisible Shiel

_**The Broken Shards of the Invisible Shield**_

**Over the Atlantic Ocean, five miles from New York**

_Two Weeks Ago_

Before anyone could react to seeing him, the Mandarin's blast tore through the jet's wing. It's small, lightweight design served for speed, not staying airborne after a hit like that. Smoke surged from the damage as it lost altitude.

Maria Hill immediately jumped on her phone and dialed Director Fury. "Sir, we've been attacked by the Mandarin! We're going down fast!"

While she screamed into her phone, James 'Bucky' Barnes found the cabinet containing the life jackets. His metal arm easily tore through the lock and ripped the door from its hinges. He was about to reach inside when the ship lurched violently.

"Brace yourselves!" Sam 'Falcon' Wilson howled. It wasn't a few moments later that the jet careened into the water. The crash landing shook and jostled violently the occupants like a earthquake. Bucky was lifted from his bracing place and hit his head against the metal ceiling. He was out cold.

Coulson, professional mask firmly in place, began passing out the life jackets and Stark Industries breathing gills, masks that allowed the wearer to breath underwater in the same manner as fish, to the agents. After securing himself, he secured Barnes and then shot a window open.

Water poured into the cabin at a frightening rate, but it was the only way to level out the water pressure so they could open the back hatch. There was only small corner of air left when Coulson and Hill swam to the back and prepared to open the hatch. Sam grabbed Bucky and waited until the door opened before leading the way toward the surface.

Dr. Morse was first to reach the surface, Agent Carter a few moments after her. One by one, the shaken agents of SHIELD surfaced above water, all but one ripping their masks off to breath in gratuitous amounts of air.

"Son of a bitch!" Sam punched the water, sending splash back against Coulson and Hill.

"Calm down, Wilson," Hill snapped. She tapped the waterproof comm in her ear. "Hill to command deck, over." Instead of the calm voice of someone on the command deck, she heard nothing but static. "Hill to Helicarrier, respond." Nothing. "Damn it, helicarrier isn't responding. Comms must be out. How far out are we?"

"About five miles, give or take," Morse responded.

"We'll have to swim to shore and then hoof it to Times Square, then. I got a safehouse in Harlem that's stocked. We can reload there." Sam readjusted his grip on the still unconscious Bucky and led the way back to shore.

* * *

**A Few Hours Later**

_"Bucky!" _

_Bucky gripped the railing with every bit of strength he had left. Cold air nipped at his fingers, but he fought through and tried to pull himself up. The metallic whine of the railing's bolts giving way sent a chill up his already freezing spine._

_"Grab my hand, Bucky! Grab my hand!" _

_Bucky reached for the outstretched hand. Steve had the strength to pull him up, if he could only get a fingertip closer. The railing snapped in one place where it was attached to the train car, causing him to nearly lose his grip. _

_He reached. Almost there._

_The railing snapped completely._

_"GAAAAAAAAAAAAAHH!"_

_"BUCKY!"_

Bucky bolted upright, sucking in deep, ragged intakes of air. For the seventh time in as many days, he had dreamt about that day. It was bittersweet. He hadn't had a good dream since the day before, but at least he didn't dream about what happened after.

"Wh-where…" His eyes scanned his surroundings. Sparse, plain furnishings, barren walls save for the generic paintings of plants and the ocean, no photos. A SHIELD safehouse.

Bucky released a small sigh and rose shakily to his feet. "Phil?"

The balding man turned from his seat at the table behind the sofa. His normally calm, emotionally devoid face was sunken with an austere depression. He grimaced, and then gave him a grim half smile. "He's awake," he announced in an eerily calm, almost practiced tone.

"Finally." Bucky turned his head and watched Sam and Maria walk in from the kitchen, both sharing the same exact expression as Phil, bleak, almost grim despondency.

He, despite his reservations, couldn't help but grim. "What, you guys think I was dead or something?"

"For a minute there," Sharon replied quietly from behind him, "yeah, I kinda did. I mean, everyone else is dying today." He didn't miss the crack in her voice at the very end.

He frowned and took a step toward her. "Did I miss something?" he asked when she took a step back. All throughout the room, the agents either looked at the floor or in some other direction. Either way, no one dared make eye contact with him. He was struggling to keep the anxiety from making him hysterical. "Seriously, someone had better start talking."

"They're dead," Maria said with a bluntness that only she could have achieved. "They were killed a few hours ago."

It couldn't have been the Masters of Evil, even if he wished deep down that it was. Why would they be so down if it was? "Who?" he insisted in a tone that was close to begging.

"The Avengers. They're dead, and they're not coming back."

It hit him like a punch from Steve. "No, that… th-there's some mistake…"

Sharon silently flipped on the news. They were covering the Avengers, and the Masters of Evil. Bucky felt his heart shatter at the sight of eight stretchers being rolled away, a white sheet covering the occupants head to toe. He groped and grabbed for something, anything to clue him in on how this happened. "This is a joke," he whispered. "This has to be a sick joke."

He fell back onto the sofa. Steve was dead. Just when they were picking their friendship right back where they left it off seventy years ago, the bum went on and died.

He didn't try and fight the tears welling in his eyes. In an instant, he was a child again who had just his mother after losing his father in the first world war. His entire body quavered with intense sobs. Soft, distant mutterings bubbled out of his lips like a sputtering water faucet.

An arm draped itself around her shoulders, and another around his waist. He didn't care who it was or who saw him; the mighty, fear inspiring Winter Soldier, heartless, merciless killer who knew neither remorse or guilt, buried his head into his comforter's shoulder.

A female voice softly and tenderly whispered into his ear, "Shh, it's alright. Let it out."

The unmistakably cold, professional voice of Maria Hill followed. "We're to meet Director Fury in three days. Be done crying by then."

Fury's right hand was heartless. But then, she needed to be; because if not her, then who? Coulson? He was barely keeping it together himself, evidenced by the tightness with which he gripped his beloved, and newly blood free, Captain America trading cards. Sharon and Sam were close to Steve, as well as Clint, Natasha and Jessica.

The only other one who had any modicum of composure was Barbara Morse, who was too busy giving Bucky a shoulder to cry on to be what she needed to be.

* * *

After a while, Bucky managed to calm himself down to an occasional sniffle. Silence draped itself over the safehouse like a thick wool blanket. Everyone walked around like they were on egg shells, top afraid to speak in fear of setting someone off. Tragedy always brought out the worst in people. They were all set on edge.

He was sitting at the table in the small dining room, half listening to Phil and Maria argue over something that didn't sound anything like the Avengers or SHIELD. Any other time, his imagination would be conjuring up all sorts of wild theories over their relationship; but right then, he couldn't possibly care less.

His brain was still racking itself over Steve being dead. No matter how much he thought about it, the less real it seemed. Maybe it was the first step of the grieving process, or maybe he was just crazy, but a piece of him still believed Steve was alive, despite everything.

"Yeah, I'm crazy," he mumbled to himself.

"Maybe we're all a little crazy." He jolted slightly and watched Barbara sit down across from him.

"Uh, Barbara Morse, right?"

"Call me Bobbi."

He raised an eyebrow for a fleeting moment, but shrugged in the end. "Bobbi. How'd you get that out of Barbara?"

Bobbi chuckled and fiddled with a lone fork by her arm. "So, still racking your brain about all of this?"

He breathed in deeply, and then exhaled slowly. "Yeah. Doesn't seem right."

"Hey, I'm with you. Those guys were heroes, all the way. They didn't deserve to die on their knees."

"No, I mean…" What did he mean? He really didn't believe that small, minuscule piece of himself that believed that his long time friend, his only friend, was still alive somewhere. "I think they're still alive." Yes. Yes, he did.

As irrational as it was, he believed it. He was now willing to put himself out there. And right now, rationale had no place.

Bobbi frowned and rubbed her brow. "Listen, I know this is hard to take in, but… it was on live television. Right down the street, practically. Millions, maybe billions saw them get offed. I don't know how you can still think…"

"Look at me. I fell almost a thousand feet off a train into a ravine to my 'death', and yet, here I am talking to you know. Steve crashed a plane into the Atlantic ocean seventy-one years ago, and he was as alive yesterday as you are today. What I'm saying is just because someone should be dead, doesn't mean they are."

"That makes no sense in this case, though," she retorted promptly. "They were executed. There's no way –"

"Maybe it wasn't them! Maybe Zemo made robots that look like them! Shit, I don't know; SHIELD has those life model decoys, maybe Hydra does, too. For all we know, Steve and the others are locked in a dungeon underground and we're here about to bury them because of what we saw."

"That still doesn't make any sense. We saw them. It wasn't –"

"You're not listening to what I'm trying to tell you!" Bucky jumped up from his chair and stepped away from the table. He made like he was running his hands through his hair to covertly wipe away the angry tears that were preparing to fall.

She stood and walked after him. He tried to turn away, but she grabbed him by the shoulders. "Because nothing you said makes any sense in reality. Why would Zemo go through all of the effort and trouble that he went through to only capture and pretend to kill his worst enemy, knowing full well what he was capable of? What kind of a genius mastermind would be that stupid, huh?"

He looked away and then completely jerked away from her grip. "I'm not giving up. I'm living proof that sure things aren't what they seem. If I'm the only one who believes, then so be it." With that, he walked away, either not knowing or not caring that he was the center of attention.

There was next to no chance that Steve still walked this Earth; but what else was he supposed to do? Just accept that his only friend was dead and move on. It wad impossible, and unfair, because he knew that Steve didn't give up searching for him until duty called again.

Yes, his thought process may not have made any sense, even to himself. Yes, it was a major stretch that took suspension of disbelief to the extreme. Yes, it was as likely as the moon was golden. But he just couldn't shake the feeling that everything just wasn't what it seemed. Call it denial or call it insanity, he didn't care.

The warm midsummer evening air tickled his exhausted face as he stepped out of the safehouse and down the sidewalk. With a face anonymous and unnoticed to the otherwise preoccupied New Yorkers around him, he managed to blend into the rest of the down in the mouth pedestrians that had been inhabiting the city since 6:53 PM.

He was used to blending in, to just being another face. But not the types of faces he was seeing. They were all still wearing their Avengers merchandise, but it was out of mourning, not exultation. He hated that. He had been melancholy for long enough. For once, he was about to be the optimist.


	4. Never Trust a Viper

**A/N:** _Still in the flashback chapters. I think this is the last one for now, though._

_**Never Trust a Viper and Expect Not to Get Bitten**_

_Three Days Later – 8:32 PM _

Silent darkness blanketed the parking lot across the street from the SHIELD lab two miles outside of San Antonio, Texas. Agent Ward and his team, _his_ team, had went ahead and arrived the day before Fury would arrive. He thought it best to scout out the lab prior to their confrontation with the double agent.

Sure enough, the double agent was there, in his usual post by the Phase Two weaponry. More specifically, right near the penultimate Phase Two technology, something they soon found to be named Ultron.

Reading over the specifications for this Ultron made Ward nervous. Henry Pym, who apparently had near Tony Stark level intelligence in robotics and programming, despite no formal training in either, had outdone himself.

With all that it was programmed to do, if Hydra managed to twist it toward their evil thinking, no one would be able to stop them. Which was why they was there, to make sure that didn't happen.

He, along with Agents Melinda May, Leo Fitz, Jemma Simmons and Skye had been cooped up inside the hacker's van, running surveillance using the small flying robot camera things that Fitz had been rambling on about upgrading. Grant had long since stopped listening and paid more attention to the surveillance footage.

"Target just got off the phone with someone named Eric Williams. We got anything on him?" May informed after eaves drop on the phone conversation.

Skye tapped on the laptop in front of her until his SHIELD rap sheet came up. "Some guy named Grim Reaper; lame. Spent a few years off and on in the Raft before being brought in by Hydra. Heh, says he's brothers with Simon Williams."

"That loser? God." Ward checked his gun clip and then opened the back doors. "I'm going in. Hydra's going to be here any minute, it seems. Mel, you're with me. You three stay here. Don't even think of coming in unless you're absolutely, positively, one trillion percent positive that we need help."

"Or you could just say don't follow us in and save yourself from being redundant," Skye quipped without looking up from her laptop. "Ooh, there's cosplay of this guy…"

Ward sighed tiredly and hopped out of the back of the van, with May close behind. "It's not a bad time to retire, right?" She shrugged in agreement.

He seriously considered bring them in with him, but ultimately decided against. Viper made it a personal mission to kill as many SHIELD agents as possible during her tenure, and the three kids in there still had their entire careers ahead of them. Whatever this Ultron was that Fury wanted protected at all cost wasn't worth their lives.

Besides, they were most useful away of battle. He'd might as well give three random teenagers a rifle and tell them to shoot. At least in Skye's van, they were more in their element.

Before they entered the facility, May caught a movement just inside her peripheral vision. She appeared to pay it no mind, but discreet tapped Ward on his forearm. He nodded and took a glance in that direction. A black van with deeply tinted windows was sitting at a stop sign a block away. Between them and the van were a pair of men in black jumpsuits walking down the sidewalk toward them.

"They're about to make their move," he whispered both to her and into his comm.

"Roger that. Alerting Fury now," Skye responded.

"I thought we'd have more time," May grunted.

"Better this way. Now we have less time to make mistakes." They opened the front entrance and made sure to lock it behind them.

Agent Jasper Sitwell, lead agent on the security detail, jumped to attention. He seemed more than a little surprised to see them both there. "Uh, Agent Ward, Agent May, what are you two doing here?"

"Hello to you too, Sitwell," she greeted coolly. "Fury sent us here to help bolster security. He suspects that Hydra may attack this facility at any time."

"H-he hasn't informed me of anything of the sort."

"Slipped his mind. You know, with the helicarrier being destroyed and all." She and Ward separated and took strategic positions by different weapons tables under the guise of curiosity.

He passed by the thick metal container bearing Ultron and paused. He tapped on the side, "Is this that thing Pym made?"

"Yes, that's the first prototype based on the Destroyer armor."

"It work?"

"So far, yes. But without Pym, we can't get some of the functions to work. It's apparently based on his own brainwaves, so we'd need him to… fix it," Sitwell finished lamely.

Ward regarded him for a moment. He was shaking slightly, as if nervous about something. Ward glanced at May, who noticed the exact same thing. He put on a slightly suspicious face and queried, "Something wrong? You seem nervous."

"No. Of course not. Why?" he fired in quick succession.

"Like I said, you seem nervous. You know something about this thing that we don't?"

At that, Sitwell swallowed roughly. "Nothing I can tell you, Agent. Classified at Level Eight."

"Of course." He flashed a faux half smile and turned back to the table behind him. "Oh yeah, Fury said he'd be here in about thirty minutes," he added off-handedly.

"Thirty minutes, you say? Okay, sounds good." Ward had to stifle a groan. He watched Sitwell very briskly striding out of the main warehouse and into the office in the very back. Sitwell was such a flub; it actually shocked Ward that he –

"GRANT! MELINDA!" Skye screamed into the comm. The two agents winced from the feedback.

"Stop yelling into the comm," May reprimanded sternly. "What is it?"

"They're about to blow the door!"

"Wait, wha–" Before he could finish, a extremely loud bang erupted from just outside the vehicle entrance. The garage door heaved inwardly before exploding, unleashing the immense amount of force that caused it to warp in the first place.

Ward was closest to the entrance, and thus was knocked to the ground. He groaned and rolled over onto his stomach in time to see several men dressed in Hydra gear storming inside.

"Spread out! Make sure no one escapes!" The man giving orders was dressed in all black, with a hood that completely obscured his face and a gray skull and crossbones on his chest. Two things were immediately noticeable about him; one, he was imposing, standing at 6'4; two, he has a massive scythe on his right hand.

Ward glanced over and saw May standing tall and already wielding the biggest gun immediately near her. "Drop your weapons!" she demanded.

"Sorry, doll. No can do; it's stuck to my arm, you see," the man known as Grim Reaper stated with a shrug. "But I can do this." He fired a purple beam of energy at her, which she barely dodged by diving behind a metal table. She returned fire with one of the experimental guns.

Ward used that as a distraction to jump to his feet and dive for the nearest gun. He had no idea what did, but right then, he didn't care. He fired, and watched the ice blue beam zip just by Reaper's head and blow a hole through an inattentive Hydra agent. "Holy shit," he muttered.

"You'll pay for that, you little…!" Reaper swung his scythe at his head, but he ducked and tackled him to the ground. He and another SHIELD guard managed to pin his scythe under him and laid a few heavy punches into him. Grim Reaper snarled and bucked wildly under the combined weight of the two SHIELD agents.

"They're after Ultron! Don't let them near it!" Even as her fellow agents fell around her from heavy fire, May managed to pick off any Hydra soldiers that got within ten feet of the metal container. "Ward!"

Ward was thrown off and landed hard on metal table. The other guard was thrown off as well and quickly beheaded before he could reach his gun. He snarled again and stalked dangerously toward the reeling Ward.

"Grant!" May fired deterrent shot at Reaper's feet to get his attention off of Ward and onto her. She wasn't expecting him to be on her so quickly, and cursed while flipping away from his scythe swing. When she landed, he had already queued up another swing and sliced her gun clean in half. "Fuck!"

Two of the remaining five SHIELD agents huddled back to back in front of the metal container to hold off the incoming wave of soldiers. They managed to pick of a few, but couldn't hold up for much longer.

"Ah, God." Ward rolled of the table and grabbed the nearest gun, which was the one he had earlier. His back throbbed and the back of his head pulsated dully from his two falls. Ignoring all of that, he overturned a table for cover and took aim. Three quick beams fired from the muzzle and drilled clean, bloodless holes into the chest of four Hydra soldiers.

His head jerked over at hearing May's scream. He grimaced at the sight of blood pouring out of a stab wound on her arm. "May!" he shouted as he whipped an experimental vibranium shield was made for Captain America to her.

She caught it and managed to block his scythe, though he did drive her back into she slammed into the wall. She grunted and tried to push him back, but his was too strong.

"Stupid bitch," he snarled. A sickingly perverse grin flashed across his cracked lips. "I'm sure Viper will have lots of fun with you."

"Damn it." Grant capped one more soldier in his way and grabbed a fire extinguisher en route to back her up.

Reaper reared back and slammed her repeatedly into wall before faltering himself after a blow to the back. Another to back of his skull had him stumbling to the floor. Two more hits from the shield and extinguisher and his fell unconscious.

"You alright?" he asked.

She nodded quickly. "Yeah, I'll live. Thanks for the assist."

"Hey, we're still a team. Coulson or no Couls-aagh!" Grant was suddenly choked off by a whip wrapping itself around his throat. A tug, and he flew back nearly thirty feet.

Melinda gawked and barely had time to raise the shield before five bullets impacted it, right where her face was.

Madame Hydra unwrapped her whip from Ward's throat and surveyed the scene before her. Several of her soldiers lay dead, mostly in a heap near the container. The majority of the SHIELD guards, all of but two, were dead in random spots.

And her mole was nowhere to be found.

That was too be expected, but she figured the facility would have been clear by the time she decided to make her appearance. Her eyes drifted over to Agent May, and spotted Grim Reaper unconscious at her feet.

She sighed and turned fully in that direction. "You managed to defeat the Grim Reaper," she commented with a ring of amusement.

Melinda eyed her warily and shifted the heavy shield in her hands. "Not without help."

"Your help seems to be a bit incapacitated at the moment, Agent." She raised a hand and a set of claws popped out of her gloves. She grinned, baring her venom bearing fangs, and charged quickly at her. May only had a moment to roll out of the way before Viper was on her. She avoided a swipe and returned with the shield. The sheer weight, since it was meant for a supersoldier, slowed her swing down substantially and actually whipped her off balance, enough for Viper to easily tip her over.

Venom dripped onto her cheek when Viper mounted her and tried to dig her claws into her shoulder. She managed this, and elicited a scream as they drew blood and tore out bits of flesh.

A blade popped out of Melinda's shoe and was jabbed into her thigh. Viper yelled out and relented just enough for Melinda to kick her off.

Viper hissed and rose to her feet. Melinda managed to roll to her feet and heaved the shield with every bit of her strength. It was caught with ease. "Captain America, you are not, Agent." She casually threw it to the side, and it nearly pegged a rising Ward in the side of the head. He managed to duck before stalking toward her.

Ophelia smiled amusedly as they surrounded her front to back. "Watch the rebound."

"Rebound?"

She suddenly and quickly snapped a kick into Melinda's solar plexus as the shield smashed into the back of Ward's knee. He howled in pain and clutched his leg, and thence wasn't prepared for the powerful open hand slap to the side of his face. The smack echoed through the facility before he fell face first to the floor.

She smirked and turned to face Melinda. The pitiful woman was struggling to rise to her feet, but couldn't catch enough of her breath to muster the strength to do so.

Like a predator, Ophelia stood by and waited for the most desirable moment to strike.

Meanwhile, in Skye's van, Fitz delicately handled the rifle he was handed, as if it would explode at any moment. "Are you– are you sure about this?" he stammered.

Skye rolled her eyes and checked her own rifle. "Duh. Mel and Grant are getting their asses kicked. I'm, like, a trillion percent sure they need our help. Let's go."

Fitz sighed apprehensively and followed her and Simmons out of the van and across the parking lot. "If we enter quietly through the hole they made," the latter started, "we can take Madame Hydra out without any trouble."

"Can I say something cool when we bust in?"

"What part of quietly don't you get?"

Skye scoffed and pressed against the Hydra van. Leo took that chance to plant a tracer on the undercarriage. "Quiet is boring. This is Madame freaking Hydra we're talking here. I want her to remember what that one totally awesome girl with the gun said before she sent her to hell. Yeah."

Simmons and Fitz stared at her for a brief second before shrugging. "Alright, move in on… five."

Viper caught the roundhouse kick Melinda snapped toward her chest and slammed her into the ground. Her head bounced off the cement floor with a sickening thud.

Neither Melinda nor Grant were moving. Either dead or unconscious, it didn't matter. Viper glanced around and still didn't see her mole. She chuckled and started for the back office.

"FIVE!"

Viper was startled by the shout and turned toward the garage door. "Reinforcements?!"

Skye, Fitz and Simmons burst through the hole in the garage door, guns blazing. Skye smirked and trained her gun on the Hydra leader. She had been thinking about this for nearly five minutes. "Reach for the Skye, dirt…," the piercing emerald eyes of Viper glared and sucked any and all of the courage out of the three, "…bag?"

She calmed down upon realizing that it was only three children. "Drop your weapons," she commanded calmly.

"But, my cool one-liner," Skye started to protest.

"I said drop your –" They immediately threw their guns to the floor and put their hands up. Viper smirked and motion to the three soldiers behind them. They hit the three of them on the back of the head with the butt of their rifles, knocking them out.

With that taken care of, Viper roused Grim Reaper with a few shakes and then turned to walk toward the back office. Wood splinters splashed across her body suit when she kicked the door open. The agent inside, Sitwell, jumped and nearly hopped atop his desk. "Agent Sitwell."

"Madame Hydra."

"It would appear that Fury was not prepared for us. Although I was not expecting Coulson's pets to be here."

"Neither was I. They said Fury sent them to bolster security."

She raised an eyebrow. "I see. So Nick is smarter than I gave him credit for. If he sent them here, then he must have found out about our little arrangement." She eyed him with a measure of amusement when he began squirming.

"I… I told him nothing, l-like we agreed!"

"Oh, I'm sure you didn't. Little Javier would have been so sad if his fledgling father cost him his freedom." She sauntered toward him and gripped his mouth roughly. "Now then, the code to the container. What is it?"

Sitwell squirmed and fidgeted in her grip. "0978656375."

She released his face and smiled approvingly. "Good boy." She started to turned, but was stopped by him grabbing her by the elbow. She snarled and tore herself my his grip. "What was that?!"

"My son. Where is he?" He stood and loomed over her. She looked up at him, glaring fiercely before cracking a toothy grin. "The hell's so funny?"

"This thing that you're doing. Trying to puff your chest out and intimidate _me_? Ha! To answer you're question, your son is at the Hydra base in New Mexico."

He shrunk down a little and stepped back a foot. "Fine. When will you give him back? Today?"

To that, she actually laughed. "Why would I do that?"

"It was the agreement! I do what you ask, I get to see my son again!"

Grim Reaper stepped to the office to stand behind Viper. "Fool," she grunted, "That wasn't the agreement. It was you do what I say, your son doesn't die. There were no implications that he would ever be returned to you."

A shuddering, almost hitching breath escaped him. He searched her eyes, trying to find any deception or mistruth. There wasn't any. "You… you can't! I… he's just a boy!"

She smirked and pushed him into the desk. "And that boy belongs to me now."

Jasper sank to his knees, tears dropping to the ground as his inconsolable sobs racked his body. "No…nonono… Javier!"

She pursed her lips and looked down at the sobbing man without an ounce of mercy or empathy. "You should learn not to operate on assumptions." She turned to leave, but stopped just behind Grim Reaper. "Make an example out of him."

Grim Reaper grinned and moved further into office.

Jasper Sitwell's screams would have sent chills up anyone's spines, had anyone but Viper and Reaper been awake. She strode to the container, a satisfied smirk resting on her lips. Two Hydra agents stood at either side of it and saluted when she approached. "Is there anyone coming?"

"Not that we know of, ma'am," one of them answered promptly.

"Good." She stepped forward and entered the passcode. From the first moment she heard of Ultron from Pym, she had been salivating at the very thought of seeing it in real life.

The doors began to open.

Her grin widened.

They opened fully and revealed something… less than spectacular. It was not unlike something a five year old would design. It was bulky, clunky; the welding lines were wobbily and looked like the work of a Parkinson's patient. The head had a smiley face on it and overall it was not at all the streamline piece of technology she imagined it to be. Not at all.

Her grin vanish. "What the fuck is this?!" she demanded. "This piece of shit is what that moron Pym was bragging about for weeks?!" She growled and kicked a dead body. "Put it in the truck!" She stormed off as they placed it onto a dolly. "Kibaszott seggfej! Kitépem a kibaszott torkát!"

* * *

Fury and his agents, Hill, Morse and Coulson, arrived twenty minutes after Hyrda cleared out. By that point, there was no sign that they were even there, other than the dead bodies riddling the facility.

After getting rid of the local PD, he stepped inside to survey the damage. Several, over a dozen, SHIELD guards were dead, with a few dead Hydra soldiers sprinkled on top. Ward and his team were alive, but banged up. He wasn't shocked to see the three youngest in there with standard issue rifles within reach. Coulson had rubbed off on them in a good way, it seemed.

Ultron, as he suspected on the way there, was gone. He cursed sharply under his breath and placed his hands on his hips. "Well, our only hope now is that Pym has a few tricks up his sleeve."

"Sir, I think Ward is coming to," Bobbi announced. Fury turned his attention to the man and watched his eyes fluttered softly before snapping open.

"Gramsy?" he mumbled softly. He locked eyes with Bobbi, and then Coulson for a brief moment. "Crap, I'm dead, aren't I?"

"Yes. I'm going to need you to fill out a certificate of death form in triplicate." A small, ghost of a smirk flashed as he knelt down beside him. "Kidding, kidding. You're not dead; it's just that the reports of our deaths have been greatly exaggerated."

Ward sighed and, for a brief moment, a look of relief mixed with utter jubilation broke through his mask. It was gone. "Good to have you back, Phil. Or, uh, whatever." He stood, with help from Phil and dusted himself off.

"Agent May is already being tended to. The back of her head is busted open and she has puncture wounds on her shoulder. Those three will be fine. You have a torn ACL in your right knee," Hill listed off after having checked him over while he was still out.

Ward cursed. "I'm sidelined, then? Shit! Someone check on Sitwell. He's in the back office."

"Don't bother. He isn't going anywhere," Fury said. He moved to the side and allowed SHIELD medics to exit the office, not with one large body bag, but with several small bags. From where he stood, he could see streaks of blood along the all of the room.

"They killed him," he told himself. "Why?"

"Why does Viper do anything? All I know is that with Jasper gone, his son is as good as done for. We won't be seeing him again."

"His son?"

"Viper had his son kidnapped several months ago in a bid to gain leverage over him. He agreed to spy on us for her in exchange for keeping his son alive. That's how they got the location of Stark's passcodes, as well as the location of Dr. Pym, Mr. Lang, and Lang's daughter, as well as learned of Van Dyne's connection with Pym."

Fury sighed and glanced back at the office room. "He trusted her. If there's one thing you should never do with a snake, it's trust them. You'll only get bitten."

* * *

_**A/N:**__ I hope no one is upset about Sitwell. If so, I'm not sorry :P_

_**Translation:**_

_Fucking asshole! I'll rip his fucking throat out! _


	5. Plans For Reassembly

_**Plans For Reassembly **_

_Present Day – Two Weeks After Avengers' Execution_

There were days when Nick Fury really, really hated bureaucracy. Granted, that was everyday, but especially on this day. Finally, a full two weeks after he had filled out and submitted the necessary forms for approval of the New Avengers Initiative, he was given the go ahead by his superiors.

Two weeks after the original Avengers died. Two weeks after they might have been able to nip the Masters of Evil's plans for world domination in the bud.

He sighed and rubbed his eye. At least they actually approved it. When it passed by the one week mark, he was actually concerned that they may reject his proposal. Why they would do that was a pertinent question in hindsight; but then, these were the same people who were in collusion with the people who thought it a good idea to nuke a heavily populated area. Stupidity was contagious, as it was said.

At any rate, he had the green light, and got started right away with picking who he wanted to have on the team.

He had quickly found out during the first few months that the Avengers settled into different broad categories: the leader (Rogers), tech master (Stark), brick (Banner), flying brick (Thor), stealth (Romanoff), long range (Barton), speed (P. Maximoff), esoteric (W. Maximoff), and the wildcard (Drew), who fit into more than one.

With that in mind, he had a really good idea on who he needed into order to satisfy each of those team slots. But therein lied the problem; they were the best of the best, so hoping that anyone else would be able to fill those roles even half as well, if at all, was a stretch.

Besides that, most of the metahumans operated on a street level, that was to say, they were small potatoes compared to the global scale the Avengers were almost required to operate on. It was overwhelming, as Banner put it, to have to travel to different countries every other day to resolve some issue.

But, he didn't have any other choice. The world needed Avengers to protect them from the Masters of Evil and their ilk. If the replacements were weaker than the originals, then so be it. He'd just to make them rise to the occasion.

On the other hand, having a team that mimicked the Avengers perfectly would likely prove counterproductive. The Masters of Evil, nearly to a man, were built to counter the Avengers on all fronts. It was why they brought Quicksilver to their side, because he had no counterpart on his level. Having a team that fit into the established categories would only result in the same exact thing happening again.

With that in mind, Fury strode through the occupied cubicles in the office section of the Triskelion. The 'suits', the name fondly bestowed on the field agents, sat in the dimly lit sections at their desks, studiously typing away at their computers. Most didn't noticed him padding by them, either because the plush, but bland brown carpet was obscuring his footsteps or they were working too hard to bother looking up.

Either way, it suited him just fine.

He kept walking until he reached the corner cubicle near the back of the office area. "Agent Ward."

Grant sighed and halted his typing, but didn't look up. Fury took that moment to glance around his desk. Stacks of forms, the very forms that kept SHIELD running smoothly and were the scourge of every agent's life, sat neatly along the front. A few pictures of his teammates and grandmother gave the otherwise boring, drab workspace a modicum of personality, but nothing more than a token amount. As it stood, there was very little empty space on the mahogany desk. SHIELD binders containing the rules and regulations of the organization, novels of different sorts and a handgun cleaning kit filled up most of the surface.

He shifted his position, taking care not to knock over the crutches that were precariously leaning against the end of the desk, the product of several minutes of tedious balancing and rebalancing.

His one eye gazed over the man's disposition. He looked like a man that was barely grasping to his sanity; not an uncommon temperament for someone who had spent a week behind a desk filling out paper work and had to look forward to more of the same for the next several months.

"How are you feeling?" he felt compelled to ask, despite the answer, the true answer and not the obligatory SHIELD answer, being as clear as day.

"Peachy," he replied gruffly. "Ready to work."

There was a note of pleading in his second answer that Fury didn't miss. He, like Coulson before him, was begging and pleading without begging and pleading to be let back out into the field. If Nick Fury wasn't such a bastard, he would have felt sorry for the man. As it was, he just internally sighed and filed it away as preparation of a long five months of Ward very passive aggressively asking to be let back in, followed by another month of him all but threatening him.

"I'm sure you are," he answered succinctly. "Those files on the candidates for the New Avenger Initiative, did you have a chance to run them through the system for any changes?"

Instead of answering, likely out of disappointment of being nonverbally turned down, he silently handed him a stack of files. He took a brief moment to peruse the top one.

"If I may be frank, sir?"

Without looking up, he said smoothly, "I'm sure you will be anyway."

Ward ignored that. "I don't think this is a smart idea. These… people you've chosen to replace the Avengers… they're… not good choices."

That made Fury look up. "And why is that?" He had figured the exact same thing himself, but wanted to see how close their thought processes were.

"Well, one is still in high school, another has a criminal record, and I'm almost positive that another has a drug issue, or is in a permanent state of being lit up. I know that the pickings are slim, but there _have_ to be better choices within SHIELD, trained for situations like this. We lucked out with the Avengers, but it'd be stupid to trying and catch lightning in a bottle twice."

They were on the same page, as Fury had many of the same doubts. But at the same time, it had to be done. They needed a response team; and with enemies like Abomination, Amora and Moonstone around, a SHIELD task force wasn't going to cut it. "Noted. However, we don't have a choice. We need a metahuman response team."

Ward sighed, but nodded slowly. "I agree. If it's okay by you, I would like to personally approach each of these candi–"

"The only thing you'll be personally approaching is this desk to fill out more forms," he said after cutting him off.

"But–"

"Agent Ward, I'm certain that Coulson, Hill and I can handle the recruitments. Besides, you're to stay out of the field until you can actually walk without crutches."

"But sir, my team. May has already told me that they're falling apart without me. Simmons and Fitz are close to killing each other and Skye is in a deep depression. Not to mention May herself…"

He was actually within hearing distance of them when that exchange took place, and was more than certain that she was being sarcastic. "They will be fine. You're more valuable to them healthy than injured. Coulson has already assured me that they'll try to get along without you just fine." There was a hint of a diverting ring in his tone that made Ward sigh heavily. "Well, I'll let you get back to work." He chuckled and left the agent, who had just slammed his head into the hard mahogany desk.

As he walked out of the office space and into the main hall, he happened to catch Coulson and Hill stepping out of the coffee room. "Coulson, Hill, it's show time."

They both turned and watched him approach, the same blank, emotionless expression on their faces. "Where to first," the former asked.

"Queens, I think that's as good a place as any to start." He noticed Hill's shoulders sink a fraction. "Is something wrong?"

"Sir, I'd like to formally protest bringing that little shit onto this new team." Fury raised an inquiring eyebrow. "He's a jackoff who doesn't know when to shut up, even when I threaten to shoot him."

Fury just sighed at his right hand woman and picked back up walking down the hall. "Be that as it may, he was my first choice. His abilities are amazing. I'd even venture so far as to call them spectacular."

"Sir, I actually agree that he shouldn't be on the team," Coulson stated as he and Hill kept up with Fury stride for stride. "He's only seventeen. If he dies, then the amount of backlash will be… well, a lot."

He remembered saying almost the exact same thing when Danvers joined the team. That seemed like am eternity ago. "I realize that. But we already took that risk, and it backfired; we absolutely need to this time, so we'll have to use it as an example."

"The Air Force is more than a little peeved at that risk backfiring," Hill informed.

"Why? I thought she retired."

"No. She was actually just on temporary leave. She was scheduled to return the day after she…"

"I see." Fury suspired heavily. "Have they buried her yet? Wait, has Hydra relinquished their bodies yet?"

It was a point of contention between Hydra and the world that Hydra was in possession of the Avengers' corpses. SHIELD wanted them back in order to give them the burials they deserved. Viper was less than willing to acquiesce to Fury's demands.

"No to both, sir," Coulson replied with a little edge in his tone. "She recently said that their needs for their bodies outweighed the need for burials."

"Bastards. All they want is Rogers' super soldier serum. Anything else is desecration, insult to injury." By this point, they were halfway to Fury's office. "We'll have to gather the team as quickly as possible. I want them assembled for their first meeting by this time next week. Hill, go ahead and get to Queens. Coulson, you and I are going to Malibu."

She looked at him for a very long time to make sure he was joking. He wasn't, as evidence by his usual calm demeanor not faltering for even a moment. "Yes sir," she said quickly. _Damn it damn it damn it!_

As she walked off to get ready, Coulson gave his superior a wary glance. "Sir…"

"I know, Phil. I know."

* * *

_**A/N:**__ Any guess on who will be on the new team? The first two should be obvious. Also, don't forget to review! _


	6. Plans For Domination

_**A/N:**__ Ugh, words can't describe how sorry I am about the long absence. Just needed to step away from the story for a bit. But now I'm back! _

_**Plans for Domination**_

The United States wasn't the only nation in the world who suffered the rippled effects of the Avengers' demise. Countries the world over, those that were saved by the Avengers on different occasions and those who had metahumans of their own also felt it.

The Avengers were dubbed Earth's Mightiest Heroes for a reason. When they fell, it was as if evil was putting all of the world's metahumans on notice. _'Either join us, stay out of our way, or die.'_ Months ago, such a decree would have been laughed and even scoffed at, followed roundly by a sound beating, or attempted thereof.

Now, things were different.

Zemo and his associates were acting from a position of power. They had slain a god, a genius and a living legend, all in one fell swoop. Anyone else would have been either too weak or unwilling to fight back. While a few joined their ranks as enforcers, many more refused to join and agreed to stay out of their plans. _'It's what's best for me and my family'_ many reasoned, mainly to themselves. While that may have been the case, many knew deep down that it wasn't true. Not for long, anyway.

Brewing, just over the horizon, was something that was threatening to change the very canvas of society. The world was about to change, to be reshaped in one man's image. And, for the most part, there was nothing anyone could actually do.

Not after seeing what happened to the last heroes who tried.

Many of the metahumans who opted to stay neutral chose to do so after days of tough deliberation. One such person was T'Challa, the Black Panther. He was the ruler of the Sovereign Kingdom of Wakanda, the most powerful nation in all of Africa, and the most technologically advanced nation in the world.

For him, the decision was more difficult than he first realized. While it was easy to rationalize that his people came first in his mind, the looming threat of world domination weighed heavily on him. His intellect was among the highest in the world, so he could see the proverbial writing on the wall. He knew that there was only a matter of time before Zemo turned his attention back to Wakanda, mainly for the vast deposits of vibranium.

He also knew that he would not only threaten to, but would not hesitate to kill men, women and children alike as leverage to get what he wanted. His actions in Germany proved as much. The mere thought of such a thing happening to his own beloved people actually kept him up at night. Heavy was the head that wore the crown; heavier was that head with the pressure of landscape changing events brooding overhead.

But, he was a genius. A paranoid one at that, which actually was quite useful in times like these. He spent the last week reviewing the footage of the battle in Munich. He paid close attention to each member's powers, tendencies and quirks, and then formed contingency plans for each of them.

Together, they were nearly unstoppable. Alone, they were defeatable. Some more so than others. Out of all of them, three would give him more trouble than he would care to admit. The most troublesome being Dr. Sofen.

Sure, he knew exactly how to defeat her. A molecular resonator to keep her in a phased state, quickly followed up with a sensory module to overload her natural senses, thus rendering her unconscious for a substantial period of time, during which she could be shackled with vibranium bonds.

He knew how to defeat her; the tricky part was doing it before she killed him, which was more likely than not.

Her hand in the defeat of Thor rendered him more than a little wary of her abilities.

And then there was Amora and the Mandarin, whose magical, or seemingly magical, abilities completely escaped the grasp of his understanding. At least with the latter, it was clearly evident that his rings controlled his powers. Amora was just… unlike anything he had ever faced.

Not to say that he hadn't faced shaman before, but none were on her level.

But, even if he was perplexed about how to counter her in particular, he had time. At least until Baron Zemo orchestrated his first move.

Which, provided that, for the second time in as many weeks, the man was standing before him, with the Mandarin and Moonstone to either side of him, was going to be much sooner than he thought.

T'Challa considered him for a long time before deciding speak. He stood with an air about him, and arrogance only afforded to men who had accomplished the unthinkable, and were about to again. Watching him and his cohorts casually stand about in the presence of royalty, within the golden and ebony walls of his throneroom, as if visiting an old friend, made him nervous.

Very much so. Zemo was perhaps the most dangerous out of all the Masters of Evil, and not just because he was the leader.

"What are you doing here, Baron Zemo?" he asked with all of the rumbling authority of a monarch, "I believe that our agreement has already been ironed out."

"Oh, it has, and I assure you that I still respect it," he answered calmly. "However, there is the small matter of the extraterrestrial that has been inhabiting your jungles for the last several weeks now."

He feared that that would be brought up. He had only just recently dispatched the Hydra cell that was keeping watch over it. The intention was for him to spend a little time studying it himself, but hadn't been able to find that time. Now, he cursed his ridiculously tight schedule. "Yes. What of it?"

"My associate, Dr. Sofen, would very much like to speak with this alien. We are in hopes that she can earn its trust and convince it to give us the secrets to its technology."

He didn't know Zemo personally, but he didn't appear to be the type of man who was _this_ forthcoming with his intentions. At least not from what he read of him. "And what shall you exchange for my permission?"

"Your great and beautiful palace will not be first."

"First? For what?" he asked before he could stop himself.

"First of many capitals to fall by our collective hand. You see, yours is but one of the many capitals of the mightiest nations in the world that we must dismantle in order to achieve world domination. Yours will be towards the last, if you allow us access to your guest."

It wasn't a hard decision to make. There was no way he would even consider allowing his people to be destroyed, perhaps even right at that moment, for an extraterrestrial. Even if the creature had technology far beyond even Wakanda. "Fine," he said without an ounce of hesitation. "Remember your words."

"Of course," he replied with a ring of satisfaction, "I am nothing if not a man of my word." With that, he and his two companions bowed respectfully and then turned to leave.

T'Challa thought about saying something to their leaving forms, but thought better of it. What he had in mind only served to make the Baron suspicious of him. Instead, he watched them leave, and then stood from his throne and walked through a doorway leading to his underground laboratory. He had much to prepare for.

* * *

Zemo had expected T'Challa to agree to his terms, but not that quickly. Men as intelligent as he was were normally not to be trusted not to find some way around their word in order to achieve their goals.

If he wished to prevent him from changing the landscape, there were more ways than the direct approach to do so. "I want a presence here to make sure Black Panther isn't up to something," he told Gene as they walked down the ivory steps of the palace. A pair of massive ebony panther statues rested menacingly to either side of the staircase, along with the panther head about that was situated just above the entrance.

The country itself was a poetic amalgamation of new world and African architecture. The buildings were almost futuristic in their design, and yet firmly grounded in the unmistakable tribal edge.

It wasn't big; but then, it didn't need to be. It was easily the smallest first world country in the world, and yet had all of the power and none of the instability of the world's superpowers. He was awed, Zemo was, by how much it influenced the world, and by how little he actually knew of it.

That would change in the coming days and weeks. He wasn't going to let their secrets escape his knowledge for much longer. The Wakandans wouldn't be able breathe without his knowing about it. T'Challa was too dangerous, as was this entire country, to be allowed to operate with the same secrecy as they have enjoyed in the past.

The three board the Hydra jet that was parked just outside the palace grounds. "Where is this thing again?" Karla asked.

Zemo could hear the faint note of excitement in her voice. "Within the 'Woods of Solitude'. Fitting, I'd say." He sat in the chair directly behind the pilot and glanced at a file beside him. "How long will this take?"

"Depends. Shouldn't take me any longer than a month, tops."

"In that time, Wakanda's defenses may be impenetrable." By the time the Kree handed over the secrets to its technology, if it even bothered to, the world should have been at their feet. The only nations whom he expected not to be were Wakanda, Latveria and Atlantis. Latveria was no issue, since he and Victor Von Doom were of the same mind. Atlantis and Wakanda, on the other hand, would face the full might of their new alien technology. "Very well. Do what you must. We will not need it until the end, anyway."

She nodded and began to apply her makeup. Zemo watched her for a few moments before delving into his own thoughts. _Soon. With Rogers out of the way, the world will be mine, and my name shall be synonymous with god. They can fight all they want, these so called heroes. The greatest of them fell before my genius, and they all will, too. None can stand before me._


	7. Close Encounters

_**Close Encounters**_

This was not a movie.

This was not a dream, nor was it an hallucination.

This was real life, and Dr. Karla Sofen was mere moments away from actually making contact with an actual alien. She'd be lying if she said that she wasn't at least a little nervous. Actually, she was more anxious than she had ever been in her life. And who could blame her?

Aliens, like Bigfoot, the Loch Ness monster and comfortable high heels, were a thing of myth. Stories made up by sad little people whose lives sucked so much that they made up these little stories to make their pathetic, worthless existence seem worthwhile.

It just wasn't so.

People like Karla, who lived meaningful existences, had sex with whomever they wanted and generally contributed positive things, relatively speaking, to society as a whole, could see the fallacy in believing that life existed on other worlds. And as soon as a year ago, she continued her business with that belief. Until Loki happened, and the Chitauri, and the Battle of Manhattan. And then her entire belief system was thrown into disarray.

She spent the next year seriously wondering, and partially fearing, that aliens as a whole existed, and that there were dozens, if not thousands, of races just waiting to attempt what the Chitauri failed to do. And in joining the Masters of Evil came watching first hand Amora, who apparently was an alien herself, display vast power and strength, and that fear multiplied. If she could do that, and Thor with his hammer could do the things he did, what else could the rest of them do? What could this Kree thing do, or any of those other aliens out there?

One way or the other, she was going to find out.

The jet lurched to a slow halt just outside the thick forest called 'the Woods of Solitude'. It didn't appear like much. Thick, lush green vegetation filled in the spaces between the tall boabab trees. Distant, but very distinct bird calls could be just heard over the soft hum of the jet engines.

Somewhere within those trees was Karla's next patient. As the jet touched down softly just before the entrance, Karla smoothed herself out and picked up her briefcase. She was unsure why she decided to wear her best blue suit, since she doubted the thing would care either way. Still, she felt an urge to make a good impression on it regardless. "You two stay here," she told Zemo and Gene, "it might get spooked if all three of us approach at once."

Without another word, she exited the jet and set down the beaten path into the thick greenery. Thorny vines caught around her neck and snapped without much notice. Even if the worn path indicated that there was at least a little traffic through these woods on any given day, the plantal surroundings being so thick and uncut proved otherwise.

_I'm starting to see why these woods are for solitude_, she thought to herself. Every few minutes, she would catch herself trying to introspect on her actions in the last few weeks.

She, unlike the rest of her 'teammates', lost nearly a week of sleep collectively. She had an indirect had in the murder of thousands of innocent civilians, and then murdered a godly prince not a few hours later. How she had gone this long without being smitten was a mystery, but she wasn't about to start complaining.

She had caused the deaths of many in her time, but they were just crazies who were just going to off themselves anyway. At least with her watching them do it, she could make sure they did it the right way.

But in Germany, with those people burning on crosses, all for message… It was too much. She wasn't a murderer. Assisted suicide, she was guilty of, if one thought assisted suicide was even illegal. Homicide, mass homicide at that, was too far out of her wheel house.

What was worse was the others actually being pleased and happy with their murders. It kind of made her feel even guiltier because she figured that she was supposed to be as happy as they were, but couldn't get over her own guilt.

Maybe it would pass, maybe it wouldn't. But what it wouldn't do was get in the way of what she wanted. Power. Not much relative territory, but enough to make sure that her control was absolute. She would wield her powers like a sledgehammer to tear down any who would dare rise against her. No army could stand before her.

Actually, she had something better in mind. Why casually destroy armies and kill soldiers with trivial ease when she could launch entire armies against each other? Why stomp generals into the dust, when she could wrap the old bastards around her little finger and make them fight to the death for her amusement?

Surely Zemo would allow her to have _some_ fun before finishing off any and all resistance.

A small, impish smile played across her lips at the thought.

Even if he didn't that wouldn't stop her. She would just have fun with the looney toons that comprised his Masters of Evil. They were all crazy in their special ways, but most weren't without their challenges. The toughest ones would likely be Gene and Zemo himself. She would save them for last.

She was going to save all of her best tricks for Viper. That psycho enjoyed toying with people, but she was an amateur. Karla couldn't wait to show that green cloaked bitch exactly what mindgames were all about.

Her smile grew into a full on grin. _Lessons from the master herself, Ophelia. Hope you're ready._

Finally, after almost fifteen minutes of walking, which went by faster than she thought it would once she started reflecting, she stopped just shy of a clearing. From there, she could see a large ship, unlike anything she had ever seen on this planet.

It was a sleek, compact blue tubular looking vessel with what looked like a pair of thrusters along the side. It kind of put her in the mind of the ship from Star Trek: The Next Generation.

She wasn't sure what kind of defenses were around, so she went intangible and approached slowly and carefully. She even went so far as to float a few inches above the ground, just in case the creature had hidden land mines of some sort around the clearing. She had never been this close to an alien craft, or an actual, non-humanoid alien; she didn't know if it was going to be hostile or not.

She was about halfway through the clearing when a fusillade of blue beams from above her passed through her harmlessly. She calmly looked up in the direction they came and noticed what had to be her new patient floating in the air above her. "I guess that's him."

The Kree alien muttered something in what had to be its native alien tongue and then aimed a small, silver blaster at her. It spat out a sickly green beam that laced through her thigh. Much to her surprise, she instinctively cried out from the burning pain that was shooting up her leg. Falling in a heap, she cursed under her breath and solidified.

Another three beams hit her in the chest. Small streams of blood gurgled from from her mouth before she put her hands up in surrender. "Wait, stop! I come in peace!"

"Peace?" it parroted with almost perfect enunciation. Despite a seemingly proficient grasp of her language, its voice still sounded deep, inhumanly so, and had a slight gravelly tone to it. "Humans are incapable of peace. Only war and violence."

Karla sighed and made sure she was decent before standing. Her sky blue shirt and white bra had three holes where she was struck, but her skin underneath wasn't more than burned slightly. "Be that as it may, I'm different. When I say I come in peace, I mean it. My name is Karla. Karla Sofen."

The Kree considered her from his lofty position for a very long moment before grunting. "We shall see, Karla Karla Sofen. I am Mahr-Vehl, Pluskommander of the Kree Void Navy."

Karla sighed and dusted her shirt off. "Just one Karla, Mahr-Vehl. It's a pleasure to meet you, however. Since you're obviously a busy man, I'll get straight to the point. I'm a liaison for the Earth governments and have been sent to persuade you to speak with our world leader."

For the moment, he appeared to he considering what she was saying. Good, maybe this was going to be a little easier than she first thought. Which was saying quite a bit, since she thought that it was going to be a cake walk.

"Why should I speak with your leader? I have caused no harm to anyone."

"That's the thing. After the Chitauri invasion last year, people around here are extremely mistrustful of extraterrestrials. It'd be best not to do anything to anger the powers that be around here." There was a certain ring in her voice that made what she was saying seem very believable. Mahr-Vehl tilted his head slightly, as if thinking over what she was saying.

"No. I will take my chances. Besides, I do not believe that anyone of import knows that I am even here."

As he spoke, he descended rapidly, until he landed with a thud ten feet in front of here. Right then, Karla gained her best look at the alien creature. Tall and statuesque, he easily toward over Karla more than most men on the planet.

His sterling armor was gleaming silver centered with a patch of green along his midsection, upper arms and kneecaps. Bright green power nodes glowed as green energy crackled about his body to other power nodes.

Eyes of the same color glowed almost menacingly from with in his helmet, giving the silver armor, combined with the nodes, a greenish hue. In the center of his chest, and filled with the same green glow, was a symbol that Karla had obviously never seen before. It was a ringed planet in the center, similar to Saturn, with what looked like three or four rune like symbols that put her in the mind of tribal tattoos. Hundreds of little stars surrounded the planet in the center and leaked into the runes gave out a cosmic feel.

Karla took her eyes off of him for a brief moment, if only to avoid making him feel uncomfortable, and then sighed softly. "Listen," she began with a measured tone, "it may seem that no one of import, as you say, knows you're here, but I'm telling you that that's a mistake. It may not seem it, but they are always watching. Like the guy who rules this land you're living on. You don't think that a king won't know who's living in his country for free?"

Mahr-Vehl suddenly got very quiet. As an alien, she was banking on him not being familiar with Earth's style when dealing with foreigners, so a little fear mongering should have gotten the job done. "I... see."

"Like I said, I'm a liaison to Earth's governments. I give the word, and they either let you be or wipe you off the map. Obviously, it's _your_ prerogative to help me come to a decision." She considered him for the entire length of his rumination, a small, but still borderline haughty smirk playing across her lips.

"Why should I trust you?"

"Why? You shouldn't. At least, not right away. It would be foolish to do so with someone you've just met. Now, this time next week, when we've had several opportunities to appraise one another, then we'll see. But for right now, just know that I'll operate in a fashion that's in the best interest of you and my planet." _Not to mention myself._

Mahr-Vehl tilted his head down as he once again drifted into deep thought. _How does he ruminate,_ she pondered to herself. A small tingling sensation shot up her spine. The thought of learning the thoughts of a honest to God alien was too exciting for words. "Fine," he eventually acceded. "What exactly will you do?"

A satisfied smirk reached her lips before she answered. "Acquire about you, your culture and possibly any ways you can be of aid to me and my people." She held out her hand before him. He looked down and just stared at it. _Right, alien._ "Here on Earth, shaking hands solidifies the sanctity of a verbal agreement." She grabbed his hand and went through the motions. "There. I'll see you tomorrow, then, Mahr-Vehl."

He looked down at his hand and frowned. "Farewell, Karla Sofen."

She nodded and turned on her heels to leave. The afterglow of touching an actual alien was still pretty strong when she tapped her comm to contact Zemo. "I'm in."

_=Excellent. The technology will be ours soon enough. Does he appear to be of use physically to our plans?=_

"That and more. Just from looking at him, I can tell that he's pretty damn strong. Won't know for certain until later. Look, this is going to be pretty intensive work, so I'll need to stay here for the duration."

_=Very well. But not until after you've completed this mission in Washington, DC tomorrow. It won't be one you'll soon forget, my dear.=_

There was something in his voice that made her a little nervous. That wasn't easy to do, but after he had killed the Avengers, there didn't seem to be anything that Baron Zemo couldn't accomplish.


	8. The Itsy, Bitsy Spider

_**The Itsy Bitsy Spider**_

**Queens, New York – The Next Day**

There were days when Agent Maria Hill held a very intense disliking for her boss, her job and just life in general. Today was one those days. Today, she was in Queens, New York to recruit a jackass who had no business being in the same room as a team of Avengers, let alone actually on the team. If she were the boss of things, Peter fucking Parker would never, ever be an Avengers, or a hero, or even exist.

Unfortunately, she was wasn't, and he still did. Such was the cruel flirtatious tickle of fantasy before the harsh slap of reality knocked her senses back into her head.

She sighed and leaned her head against the window of her black, nondescript car. It was almost three o'clock in the afternoon, so Parker should have been on his way to work or school or wherever the fuck he had to go. Just as a preemptive measure, she popped a pair of Aleve to ward off the headache she just knew she would be suffering from within five minutes of talking with the little twerp.

"Where the hell is he... Crap, there he is." Maria sighed heavily and heaved herself out of the car to stalk after the seventeen year old kid like some creepy stalker. Hopefully, no one watching her tailing him toward his home would get the wrong idea about a grown woman following a young man almost fifteen years her junior until he got toward his home, approached him, and then forced him to allow her entry into said home.

Because the last thing she needed was to be branded a sex offender or something because Fury was so set on having this guy on the team.

Maria was already dreading being around him on a daily basis.

* * *

Peter Parker, high school senior and friendly neighborhood Spider-Man.

Somehow, the combination of these two things led to his having a pretty disappointing life. Disappointing in comparison to what he and his aunt thought his life should be. He wasn't doing well in school. He wasn't doing well because he was always tired. He was always tired because he was too busy being Spider-Man. He was too busy being Spider-Man because it seemed that every schmuck and his brother wanted to rob a bank.

Now more than ever. The Avengers were dead and the flux of crime had increased exponentially. They left a void that could only be filled by the terrible people who did terrible things for personal gain. Luckily, people like him existed to stop them from completely filling that void. But it was getting harder with each passing day. The Masters of Evil were still around, and were getting ready to make their move.

He was just one guy; he couldn't stop all of them if he tried. And he was going to try and fight them. He had to, because if not him, then who? Who would stand up to this group of bullies and show them that the little guys weren't as easy to push around as they'd like to think? If he had to go up against them by himself, then so be it.

"I really hope I don't," he said to himself as he prepared to step off the bus at his usual stop near his home. He may have been a hero through and through, but he wasn't some wide-eyed enthusiast to think he would stand any chance against all of them by himself.

Maybe if he could gather some of the heroes in the city together, they could mount some kind old resistance. "Maybe. But who'd listen to me?"

"Peter Parker, we need to talk. Now."

Peter turned and stopped in his tracks. "Maria Hill? What are you doing here?"

Maria sighed through her nostrils and grabbed him by the elbow. "In your apartment. I'll explain everything there." It didn't sound like he had much choice, so he nodded and led her to his modest home.

He hadn't done anything that would warrant SHIELD tracking him down. _At least, I don't think I did_. From the way she was pulling on him, it must have been important, but nothing to trigger his Spidey Sense™.

Nothing triggered his Spidey Sense™, so she must have been alone. A quick glance around the block revealed as such. Anyone who seemed like a normal person was exactly that. He shrugged quickly and walked down his driveway.

His neighbor, Mary Jane Watson, took a peak out of her window and waved at him. He tried to wave back, but Maria yanked him toward the front door. "Heh. Really eager to get my clothes off, huh?" he giggled while opening the front door.

"Shut up," she granted before shoving him inside. She shut the door closed behind her and immediately pushed him into an empty seat in the living room.

It wasn't much, but it was home. Small, simple furniture pieces were arranged to make use of what little space in the living that there was. Floral wallpaper decorated the wall, along with pictures of him with his Aunt May and Uncle Ben. On top of the television stand were more pictures of Peter and his two friends, Mary Jane and Gwen Stacy. On the white mantle above the fireplace were six gold trophies and three first place ribbons Peter won in the science fairs he took part in.

Not much, but a home didn't need to be.

"Hey listen," he started after adjusting in his seat, "if this is where you have your way with me, I'm okay with that and won't tell a soul if you wo–"

"Shut the hell up and listen." He gulped and did as instructed. "Now, as you know, the Avengers are dead, and the Masters of Evil have been free to do whatever they want for the last two weeks. Director Fury and SHIELD want to assemble another team and he," she took a deep breath and gritted her teeth, "wants you to join."

Peter was floored. His slacked jaw hung open in complete shock. Him, an Avenger? Yeah, it didn't hold the same majesty as being shoulder to shoulder with the likes of Captain America, Iron Man and Scarlet Witch, by still. The name alone was enough to send chills up his spine.

Was he worthy? He had worked with a few of them in the past and they had always commended him in his heroism and ingenuity. He didn't want to catch himself believing them, but it must have been at least partly true of Hill was here, in his home, asking him to join. "Well, I... I guess I'll have to think about."

"You have five minutes," she stated.

He barely thought for five seconds before he blurted, "Wait, what about my Aunt May?!"

"She'll be taken care of. As will you're job for the time being. Trust me, we know what we're doing."

Peter could have countered that by pointing out that if they did, the Avengers would still be here, but he managed to hold his tongue. Best not to provoke her anymore.

With his Aunt May promised to he taken care of, he had no other obstructions to his saying yes. So, he did so. As only he could. He leaped from his chair to the ceiling and bowed dramatically. "Then that seals it. Spider-Man is at your service, Agent Hill."

"Great." _Just fan-fucking-tastic._ "I'll let Fury know. We'll be in touch, Parker." Maria Hill stood and walked toward the front door to leave.

"Hey wait, is there going to be a welcome basket or something? Maybe a hostess or two?" His answer was the door slamming shut. "Huh. I get the feeling she doesn't like me."

* * *

Maria let out a long, aggravated sigh before pulling out her phone. Her preemptive measures paid off, as she could already feel the headache subsiding almost as soon as it started. "Director? It's Hill. He's in."

Fury had an almost stomach turning amount of amusement in his voice when he replied. "Is that so? Good. Things haven't gotten started on this end."

Maria grimaced. "Fine. I'm heading back to the helicarrier."

She heard Fury sigh heavily and realized her slip. "Fine," he said without missing another beat. "I'll be in touch."

"Yes sir." Maria hung up the phone and rested her head against the head rest as soon as she slid inside the car. There were nights when she wished, just once, that her door would open and in would come Clint and Natasha to pester their favorite deputy director. Or Tony's loud flamboyance or see one of Steve shy smiles. Just once. Was that too much to ask?

She'd trade a year's worth of vacation time to have this all be a bad dream. In a heart beat. "You'd better not screw up, kid. Believe it or not, the entire world is depending on you." The very sound of those words were enough to make her seriously question Fury's intelligence.

_**A/N:**__ Short and sweet, but right to the point. Also, just for the record, Spidey won't be cracking those juvenile type of jokes. That was specifically to get under Hill's skin. Maybe later, I'll explain why she has such a strong dislike for him._


	9. Machine of War

_**Machine of War**_

**Malibu, California**

The skies were dark and gloomy, giving the city of Malibu a sullen atmosphere. It was one of the few days were rain drenched the normally sunny California shoreline. Fitting, given that Tony Stark's memorial service was today. As a whole, no one thought Tony would be too pleased with that.

The man was always all smiles and grins all the time. It raining on his funeral day was just the exact opposite of what should have been. Then again, one could have made an ironclad case that she shouldn't have even needed a memorial service, since he shouldn't have been dead.

That couldn't have been helped, no matter how much Pepper begged and pleaded with any and every god that existed. It was a ritual almost every night that after she finished cooking Tony the dinner for when he returned, she'd pray that he was still alive and would come back to her. So far, after two weeks and hundreds of dollars of wasted food, it hadn't been answered.

But like a naïve little child, Pepper kept trying. And like a parent who couldn't find the heart to tell her the truth, Rhodey didn't try to stop her. He had learned a long time ago that it was always best to let her deal with these kind of things on her own. Her way of dealing with this was cooking dinner every night, no matter how utterly exhausted she was, and praying.

That worked for her.

It didn't for Rhodey. He had his own way of dealing with his friends' demise. Instead of pots and pans, he dealt in repulsor rays and .50 caliber bullets. Instead on kneeling, he bashed faces in. He finally saw why vigilantism was so popular nowadays; it was very therapeutic. With each facial bone that gave way to War Machine's fist, a little bit of the sadness and guilt built up in his heart was assuaged.

Guilt was the overwhelming emotion he had been feeling the last several days. He had the armor with him. He could have, should have gone to help Tony. He shouldn't have sent Carol to pilot for the team. She technically wasn't even the most qualified. There were at least three other pilots who were more experienced than she was. But he let his feelings do the thinking and sent a woman with her entire life ahead of her to her eventual death.

Happy tried to tell him that it wasn't his fault, that there was no way he could have seen it coming. He countered with it not mattering. He was her commanding officer. Whether he foresaw something like this happening or not was of no consequence. Once it started, he should have pulled her out immediately, and reassigned her to something safer. He even seriously considered it, but let her talk him out of it. The excitement in her voice about beating up terrorists was too much to say no too.

He normally wasn't that big a softie.

Hindsight was always twenty/twenty.

"It starts in five minutes. You alright to do this, Colonel?"

Pepper had chosen him to give Tony's eulogy, stating that it was what Tony would have wanted. It wasn't nearly as hard as someone not familiar with him would like to think. There wasn't even a need to pull out the embarrassing stories to fill it out. "As ready as I'll ever be," he answered.

He, along with Pepper and Happy, was sitting in the very front of the church, so he had to turn around to see the full turnout. It was packed. The building that was dubbed by many as a super church was the largest in the state, and was still filled to capacity. Light chatter drowned out the creaking from the oak pews.

Tony wasn't a religious person by any stretch, but Pepper thought that the ostentatious house of God would be exactly where the billionaire genius would want his memory to be celebrated. And he would want it to be celebrated, not mourned. In fact, Rhodey was certain that Tony would be offended if anyone actually cried at his funeral, while somehow being offended if no one cried. He was complex and confusing like that.

He spared a glance at Pepper before scanning his soon-to-be audience. The strawberry redhead looked stunning in her simple black dress, he thought appropriate to notice. Her eyes remained glued onto the portrait of Tony on the stage in between two large bouquets of flowers. Her lithe body shook with silent sobs every so often, but no tears ran down her face. That was good, he supposed. At least she appeared to have a handle on herself so far.

So far.

He only hoped that he could keep a handle on himself while giving his eulogy. There was nothing worse than trying to be stoic and calm, only to break down crying in front of literally thousands of people.

"Good luck," Happy offered when he stood and straightened out hid jacket. Like every time like this, he was in his official Air Force formal uniform. Every medal and pin was shined to perfection, especially the two that he earned while saving lives with Tony.

"Thanks." With a deep sigh, he pulled out a set of cue cards from his coat pocket and headed to the platform. Dozens of official press statements given in front of a few dozen reporters was nothing to prepare of him for this. As soon as he looked up from adjusting the platform on the stage, he felt the anxious stares of thousands of people bear down on him at once. _Crap... You can do this._

He took another breath, and then looked up into the crowd. "Uh, welcome. This is quite a crowd we have today. I'm sure Tony's small ego would be flattered and humbled that everyone came out today just for him." The small joke gain a wave of soft laughter from the audience. Just enough to kill the fluttering butterflies in his stomach. "But seriously, Tony would be happy with this crowd today. Not just because you're all here to remember his name and his legacy, but because you all genuinely want to remember him for the man he _was_, not the man the media and the world wanted to make him out to be. If there was one thing he believed in, it was that a man's name, his reputation, was his most prized possession. It's the one thing that people down the line are going to remember, good or bad.

"Well, that may lead you to ask yourself, 'Why did he act the way he did, then?'. The Tony the public saw was radically different from the Tony that I saw, or the Avengers saw, more especially from the Tony Stark that Ms. Potts fell in love with. His trust was hard to gain, so he built up mask after mask to disguise his true self from those he didn't trust. I remember when I first met him at a demonstration he did for the Air Force. He was just a twenty-one year old punk from the Hamptons who was way too young to be as cocky and full of himself as he was. I mean, this was next level arrogance.

"I was his liaison to Stark Industries and I just… I just hated the guy. But after some time, and once the mask of arrogant selfishness was dropped when I was around, I got to see the real Tony. The guy who went above and beyond to make sure that his friend had any and everything he needed. The guy who masked acts of kindness under the guise of selfishness. The guy who always strove to make sure you had a smile on your face when you were feeling down.

"I was thinking about that and the first thing that jumped out at me was right before his demonstration in Afghanistan. We were supposed to leave a certain time to get to the military base on time, but he was running late. Like two hours late." Rhodey could see the reason for his being so late sitting in the audience, with a sorrowful frown. "Anyway, when he eventually arrived, all loud and flamboyant and very Tony Stark, he blew by me, said _'Waiting on you, buddy,'_ as if it were me that was hours late. We spent the flight kicking back saki and enjoying a striptease from the stewardesses."

Again, another round of soft laughter rolled through the audience. It gave him a chance to check his cards. They hadn't been touched since he began. He had deviated from his main points from the get go. Literally nothing on the cards had actually been said. Rhodey wasn't sure if it was symbolic or not, since Tony never stuck to the cards.

He spoke for fifteen more minutes, recounting story after story from their past, with such vivid detail, right down to the dialogue, that one could rightly assume that they all happened just hours before.

He was the picture of calmness throughout it all. It was a point of emphasis for him to make sure he kept his shit together while up on stage, lest he look like a blubbering fool and embarrass not only himself, but also Pepper and Happy. He sighed shakily, a bad sign considering his conclusion was incoming. "When I… look at my life now, it feels incomplete. Tony was the type that you couldn't help but get accustomed to being around. Now that he's gone, there's this… void that just can't be filled, no matter who or what you slot in."

Again, he sighed. He was starting to lose a grip on himself. "Before I step away, I want each and every one of you to think about what you would say to Tony if you could see him one last time. Me, I'd say thank you. Thanks for being the selfish jerk that you were. Thanks for being the most seemingly reluctantly kind person in the world. Thanks for convincing me to be your best friend, through the good times and the bad times. Thanks for making all those bad times bearable." Rhodey tried to finish strong, but was too choked up. A single tear rolled down his cheek. "Thanks for being my brother. Rest in peace, buddy."

As Rhodey made his way back his seat, he could have sworn that he saw someone that wasn't supposed to be there. Instead of doing a double take and draw unwanted attention, he just sat down. Besides, with the day being what it was and there being so many people, he could have just imagined it.

"You did a wonderful job, Rhodey," Pepper said in what proved to be the first words she had uttered the entire day. Happy nodded his agreement.

"Thanks, guys."

After a beautifully sung hymn from the church choir, the service ended. Rhodey, Pepper and Happy brushed their way through the crowd, stopping every so often to receive condolences from the audience. They didn't mean much. They were nice words to hear, and were undoubtedly genuine in thought, but they were just words. The givers were going to return to their lives and eventually find the normalcy they had the day before.

They, on the other hand, would never see normalcy again; only something closely resembling it.

Rhodey shook his head and lead Pepper toward the red Porsche waiting for them in the parking lot. The brim if her black hat obscured her face from his higher vantage point, but he could tell that she was emotionally drained. The sooner she, and he, reached a bed of some sort and got some sleep, the better.

"Well done, Rhodes. Really."

That voice. Rhodey's eyes grew to saucers as he felt himself whipping around. Gene Khan, the Mandarin, was walking down the steps toward them. Rhodey felt his jaw tighten as the dapper Chinese man made his way toward them. True to his word given back during the Battle of Munich, he was wearing a white Armani suit with a midnight black shirt and white tie.

For a while, Gene just stood there, eying them with a tentative frown. He opened his mouth to speak, but was cut off by Pepper's hand striking him across the face with a resounding smack. "How dare you show your face here!" she snarled as he rubbed his reddening cheek. Rhodey smirked, but slowly interposed himself between the two. "If I had a gun, I'd shoot you."

Gene sighed and slipped his hand, adorned with those damned rings, into his pocket. "Is it not legal in this state to attend a funeral? I'd think it would be, regardless of the past."

"The past," Rhodey repeated, appalled, "You act like it happened twenty years ago."

He just shrugged in a noncommittal fashion. "Listen, it's not like I wanted him to die. I wanted Tony to live. It actually hurt having to stand there and watch my friend be shot. But, he was too dangerous to be kept alive. And you should be flattered that he went first. Zemo feared him the most."

"You stood there and watched him die!" Hot tears ran down Pepper's red cheeks. Thunder rolled overhead as the rain picked up into a steady down pour. "You're a monster. You stood there and did nothing while that other monster shot your 'friend' in the head. If you were a friend, a real one, you would have stepped in and stopped it. But you didn't, because with Tony dead, you can finally have what you want. Isn't that right? Big man on campus. You and your friends rule the world." She spit in his direction. "I hate you. With every fiber in my body, I hate you. You'd better pray to whatever god you worship that I don't catch you without those rings, because if I do, I'll show you just how deep this hate runs." Small droplets to blood flowed between her white knuckles, her palms had been pierced by her fingernails from clenching her fists so tightly. Her breathing hitched from struggling to hold back the sobs threatening to wrack through her body.

Much to the surprise of Rhodey, Gene frowned sadly. "I'm sorry you feel that way." With that, he brushed past them and walked to his own car, where his driver was waiting for him. He said something to him in Chinese before getting in the back seat.

"Did he… did he just apologize?" Happy said in disbelief.

"Please," Rhodey scoffed, "he apologized for her hating him, not anything else. Typical sociopath."

Pepper just sighed and rubbed her face. "Let's just go." She sounded exhausted, even more than she looked just five minutes ago. "I'm taking a vacation," she said as if just then coming to the decision. "Think I'll head back home for a few weeks."

Rhodey smiled and held the door open for her. "Good. Then I can finally head back to work."

"You should take one too. Two funerals in two weeks can take a lot out of anyone."

"I'm fine," he responded as he climbed into the passenger's side. The fifteen minute long trip back to the Malibu mansion was spent trying to convince him that he wasn't fine and that he needed to get away for a few days at least. While he agreed that kicking back on a beach somewhere sounded nice in theory, it would do little to actually put him at ease.

Rhodey sighed and unbuckled his seatbelt when they pulled into the mansion's driveway. "Guys, I appreciate the concern, but I'm fine. I just need to get my hands on an…" He stalled when a black car with dark tinted windows pulled into the driveway behind them. Discreetly, he opened the glove compartment and pulled out the glock that was hidden inside. Quickly, he turned and flashed a look at Happy, who nodded.

"C'mon, Pep, let's get inside," he said. Pepper caught sight of the gun and gasped softly.

"Get inside, I'll handle this." The colonel steeled himself for a confrontation, only to slump his shoulders when Coulson climbed out of the car, arms raised in surrender. "Agent Coulson," he announced while tossing the unloaded gun on the seat. "What brings you here?"

Coulson smiled wryly and lowered his arms. "Moral support. May I?"

Rhodey sighed again and cocked his head toward the mansion. Before he could turn away, he caught sight of someone else climbing out of the driver's side. Black leather jacket and an eye patch. There weren't too many people who could pull that look off. "Director Fury. How can I help you?"

"You can help by hearing me out, for one."

Well, the guy didn't waste time with formalities. "Was wondering how long it'd be before you looked me up."

Fury approached him carefully. The man had an air of authority and mystery around him that was hard to ignore. No wonder Tony didn't trust him as far as he could throw him. "Then you know why I'm here?"

"I do. I'd hate for you to waste your time and breathe, so I'll just say no now and save you the trouble."

He turned to walk inside. "So, you'd be willing to stand idly by while the Masters of Evil enslave the entire planet?"

Rhodey stopped and turned back around. A small smirk played across his lips. "So, jumping from reasoning to guilt tripping. Smart, I suppose."

"Not guilting. Trying to make you realize just what's at stake. Zemo is on the fast track to world domination. We need a response team, and that team needs as many experienced members as possible. Your work with Stark as War Machine makes you ideal, Colonel."

Rhodey pressed his lips into a thin line. While what Fury said made sense, he wasn't too keen on being shot in the face if captured. "Tony bragged about the Avengers being 'Earth's Mightiest Heroes', and looked what happened. There's nothing stopping the same from happening to this new team you're cobbling together."

That gave Fury pause for a few moments. "Are you afraid to die, Colonel?" he finally replied with.

That wasn't the response Rhodey was expecting, and his faltering expression said as much. "No. I'm afraid of failure. Of _this_ magnitude, with _this_ many lives on the line. If this team fails, like the Avengers failed, there's nothing and no one to stop Zemo from living as a king."

"I wouldn't count on that. I have two more aces in the hole in case this goes south. The point is that it shouldn't come to that. And it won't. The people I have in mind are different, and that's the point."

He raised an eyebrow and watched him pull a black video file from his car. "What do you mean by that?"

"This." He handed it to him. The file displayed full dossiers on the final candidates New Avengers Initiative, including him as War Machine and Spider-Man, who had a green highlight around his name. They were… impressive in their own ways. Very much so. He wondered briefly why he had never heard of some of them or why most hadn't been considered for the original Avengers. "I see. But I still don't understand."

"The Masters have been constructed with the original team in mind. They countered them about as perfectly as you can. This new team is different in that their skillsets are different than their predecessors. The Masters shouldn't be able to match up with quite a few of them." Rhodey could guess at which ones he was speaking about.

"I understand." Everything sounded like he knew what he was doing. Which was to say that if it all went the way it was supposed to, then they should have succeeded. Rhodey knew the problem with assuming that everything would go according to plan, and he assumed that Fury did as well. "I'll have to do something eventually." True, he hadn't been approached by Zemo as of yet, but he had heard rumblings that others had, and it was only a matter of time before the madman attacked the US with his superpowered attack dogs. Before he could elaborate, Coulson came rushing out the front door.

"Sir, we have a situation in Washington. It's Zemo."

Rhodey felt his face pale. "Agents in route?" Fury inquired.

"Morse, Barnes and Wilson are fifteen minutes out. You'll want to hear what he has to say."

Fury and Rhodey shared a glance before heading inside. Thoughts of Tony being used as a puppet in Washington instantly sprang to mind. He had followed the repair of the damage caused. Somehow, he thought that that day was going to pale in comparison.

* * *

_**A/N:**__ Just to point out, I'm going with a twist of the Mandarin from Iron Man: Armored Adventures. I think the dynamic between that Gene and Tony and the gang was more interesting. Plus, I thought Mandarin could use an update._


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